Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e), and the names of such Dissenting Shareholders shall be removed from the Company’s register of holders of Common Shares in respect of which Dissent Rights have been validly exercised as of the Effective Time. In addition to any other restrictions under the NSCA, holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent Rights.
Appears in 3 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Arrangement Agreement (Ym Biosciences Inc)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Company Shares as of the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Company Shares at the same time as of the Effective Time. event described in Section 2.3(a) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company RSU Holders, and (ii) holders of Common Company Shares who vote or have instructed a proxyholder to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 2 contracts
Sources: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the PurchaserSPAC, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person person is the registered holder of those Common Company Shares in respect of which such rights are sought to be exercised.
(b) . For greater certainty, in no case shall the Parent, the PurchaserSPAC, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect respect of which Dissent Rights have been validly exercised after the completion of the transfer under transfers to SPAC in Section 2.3(e3.1(a) or Section 3.1(d), and the names of such Dissenting Shareholders shall be removed removed from the Company’s register registers of holders of Common Company Shares in respect of which Dissent Rights have been validly exercised as such Dissenting Shares at the time of the Effective Timesuch steps. In addition to any other restrictions under section 185 of the NSCAOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Common Shares Company Options who do not exercise their Company Options prior to the Arrangement Effective Time; (ii) holders of the Company Warrant who do not exercise the Company Warrant prior to the Arrangement Effective Time; and (iii) Company Shareholders who vote or have instructed a proxyholder to to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 2 contracts
Sources: Business Combination Agreement (CF Acquisition Corp. VI), Plan of Arrangement (Rumble Inc.)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the ParentPurchaser, the PurchaserParent, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, Purchaser or the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e3.1(e), and the names of such Dissenting Shareholders shall be removed from the Company’s register registers of holders of the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as of the Effective Timeevent described in Section 3.1(e) occurs. In addition to any other restrictions under section 185 of the NSCAOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders; (ii) holders of Common Shares RSUs; (iii) holders of DSUs; and (iv) Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Company Shares as of the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Company Shares at the same time as of the Effective Time. event described in Section 2.3(a) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company Warrantholders; and (iii) holders of Common Company Shares who vote or have instructed a proxyholder to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Sources: Arrangement Agreement
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the PurchaserTeranga, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the PurchaserTeranga, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names Common Shares of such Dissenting Shareholders shall be removed from the Company’s register of holders of Common Shares in respect of which Dissent Rights have been validly exercised as of at the Effective TimeTime shall be deemed transferred to the Company pursuant to Section 2.3(a). In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, holders of Common Shares who vote on the Arrangement Resolution (whether in favour or against), or have instructed a proxyholder to vote such Common Shares in favour of on the Arrangement Resolution (but only whether in respect of such Common Sharesfavour or against) shall not be entitled to exercise Dissent RightsRights and shall be deemed to have not exercised Dissent Rights in respect of such Common Shares.
Appears in 1 contract
Sources: Arrangement Agreement
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Company Shares as of the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s 's central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Company Shares at the same time as of the Effective Time. event described in Section 2.3(a) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company RSU Holders and (ii) holders of Common Company Shares who vote or have instructed a proxyholder to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Sources: Arrangement Agreement
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company Company, Amalco or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those Common the Company Shares in respect of which such rights Dissent Rights are sought purported to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company Company, Amalco or any other Person person be required to recognize any Dissenting Shareholders Shareholder as holders a holder of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e3.1(a), and the names name of such Dissenting Shareholders Shareholder shall be removed from the Company’s register of holders of Common Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as of the Effective Timeevent described in Section 3.1(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, holders none of Common Shares the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Option; and (ii) any Company Shareholder who vote votes or have has instructed a proxyholder to vote such Common Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Sources: Arrangement Agreement First Amending Agreement (Coral Gold Resources, Ltd.)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the ParentCompany, the Purchaser, the Company Purchaser or any other Person be required to recognize a Person exercising purporting to exercise Dissent Rights unless such Person is the registered holder of those Common Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the ParentCompany, the Purchaser, the Company Purchaser or any other Person person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e3.1(a), and the names of such Dissenting Shareholders shall be removed from the Company’s register of holders of Common Company Shares in respect of which Dissent Rights have been validly exercised at the same time as of the Effective Timeevent described in Section 3.1(a). In addition to any other restrictions under Section 185 of the NSCAOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Common Shares any Company Securities other than Company Shares; and (ii) Company Shareholders who vote vote, or who have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent RightsCompany Shares so voted).
Appears in 1 contract
Sources: Arrangement Agreement (HEXO Corp.)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person person be required to recognize a Person person exercising Dissent Rights in respect of any Common Shares unless such Person person is the registered holder of those Common Shares as of the Record Date and as of the deadline for exercising Dissent Rights in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Common Shares at the same time as of the Effective Time. event described in Section 2.3(c) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options or Warrants, and (ii) holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent RightsResolution.
Appears in 1 contract
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)step c) of Exhibit II, and the names of such Dissenting Shareholders shall be removed from the Company’s register registers of holders of Common Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in step c) of the Effective TimeExhibit II occurs. In addition to any other restrictions under Section 190 of the NSCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Common Options or ECP Interests and (ii) holders of Company Shares who vote or have instructed a proxyholder to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Sources: Definitive Agreement (Ontario Teachers Pension Plan Board)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the ParentPurchaser, the Purchaser, Parent or the Company or any other Person be required to recognize a Person exercising Dissent Rights in respect of any Common Shares unless such Person is the registered holder of those Common Shares as of the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the ParentPurchaser, the Purchaser, Parent or the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Common Shares at the same time as of the Effective Time. event described in Section 2.3(f) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Equity Awards; (ii) participants in the Employee Share Purchase Plan; and (iii) holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Sources: Arrangement Agreement (Masonite International Corp)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the ParentCompany, the Purchaser, the Company Purchaser or any other Person be required to recognize a Person exercising purporting to exercise Dissent Rights unless such Person is the registered holder of those Common Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the ParentCompany, the Purchaser, the Company Purchaser or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e3.1(a), and the names of such Dissenting Shareholders shall be removed from the Company’s register of holders of Common Company Shares in respect of which Dissent Rights have been validly exercised at the same time as of the Effective Timeevent described in Section 3.1(a). In addition to any other restrictions under Part 8, Division 2 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Common Shares any Company Securities other than Company Shares; and (ii) Company Shareholders who vote vote, or who have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent RightsCompany Shares so voted).
Appears in 1 contract
Sources: Arrangement Agreement (HEXO Corp.)
Recognition of Dissenting Shareholders. (a) In no circumstances shall the ParentPurchaser, the Purchaser, Parent or the Company or any other Person be required to recognize a Person exercising Dissent Rights in respect of any Common Shares unless such Person is the registered holder of those Common Shares as of the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the ParentPurchaser, the Purchaser, Parent or the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s 's central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Common Shares at the same time as of the Effective Time. event described in Section 2.3(f) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Equity Awards; (ii) participants in the Employee Share Purchase Plan; and (iii) holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Company Shares as of the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e)Effective Time, and the names of such Dissenting Shareholders shall be removed from the Company’s central securities register of holders of Common Shares in respect of which Dissent Rights have been validly exercised those Company Shares at the same time as of the Effective Time. event described in Section 2.3(b) occurs.
(c) In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company Warrantholders; and (iii) holders of Common Company Shares who vote or have instructed a proxyholder to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract
Sources: Amending Agreement
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those Common the Company Shares in respect of which such rights Dissent Rights are sought purported to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person person be required to recognize any Dissenting Shareholders Shareholder as holders a holder of Common Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e3.1(a), and the names name of such Dissenting Shareholders Shareholder shall be removed from the Company’s register of holders of Common Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as of the Effective Timeevent described in Section 3.1(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the NSCABCBCA, holders none of Common Shares the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Option; and (ii) any Company Shareholder who vote votes or have has instructed a proxyholder to vote such Common Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares) shall not be entitled to exercise Dissent Rights).
Appears in 1 contract